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Table of Contents 3 Agenda 5 Welcome from the Co-Chairs 6 Thank You to Our Sponsors 8 Keynote 1: The Turnaround Mindset 10 Pandemic Paradox: Where’s the Restructuring Work? 15 Recent Developments and Key Trends in Distressed Liability Management Transactions 20 Distressed Hedge Funds: Perspectives on the Past Year and Beyond 23 Keynote 2 26 Retail Rodeo: Reflections on Yet Another Unprecedented Dynamic Year in Retail 30 Challenges of Contentious Cross-Border Chapter 11s During COVID 34 Q&A Discussion of “The Caesars Palace Coup” 36 Keynote 3 wrdic.org WRDIC2021 2
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Welcome from the Co-Chairs On behalf of The Wharton School, it is our pleasure to welcome you to the 17th Annual Wharton Restructuring and Distressed Investing Conference! While this conference will look different than in years past, we believe that there is no better time than now to discuss distressed investing. And we are proud to welcome hundreds of lawyers, investment bankers, consultants, investors, students, and other professionals to engage in this dialogue. When we last met in February of last year, we were able to do so at The Plaza Hotel in New York. COVID-19 was still primarily confined to Asia. And the market had yet to significantly correct, as it did in March of 2020. Since then, the world has changed – and we have yet to fully reckon with what will undoubtedly constitute a New Paradigm in markets, in industry, and in life. For 17 years, The Wharton School has hosted the largest restructuring and distressed investing-focused school-run conference in the United States. We are proud to continue this tradition and to provide a forum to gather and exchange ideas about Restructuring and Distressed Investing. We will be at your service all day to answer any questions you may have. Please enjoy the Conference. Thank you, 2021 Conference Co-chairs Yehuda Katz, Alexander R. McHale, Chris Neumann, and Genevieve Shaw 5
Thank You to Our Sponsors Platinum Sponsors Gold Sponsors Silver Sponsors Bronze Sponsors Media Sponsors 6
Kirkland & Ellis is proud to sponsor the 17th Annual Wharton Restructuring and Distressed Investing Conference Kirkland & Ellis LLP | 601 Lexington Avenue, New York, NY 10022 +1 212 446 4800 | www.kirkland.com
Keynote 1: The Turnaround Mindset Friday, April 9, 2021 9:00 AM–9:50 AM ET Simon Freakley CEO AlixPartners Simon is the chief executive officer of AlixPartners. He is based in New York and, with his team, provides transformative leadership to businesses and stakeholders, responding quickly and decisively to their most complex and critical challenges. Simon became CEO of AlixPartners in 2015. In his more than 30 years of experience, Simon has combined his skills in business turnaround, strategic consulting, and stakeholder management in the development of performance improvement and accelerated transformation projects for many large and high-profile businesses. Before joining AlixPartners, Simon was CEO of Zolfo Cooper Europe from 2008 to 2015. Prior to this, he was CEO of Kroll Inc., a corporate investigations and risk consulting firm based in New York. Long involved in philanthropic causes, Simon is the chairman of the American Friends of the London Philharmonic Orchestra, as well as chairman of Grange Park Opera and London Music Masters.Tullman has three amazing children that inspire him every day. 8
Putting solutions into focus In any insolvency or restructuring situation, you need a strategy that deals swiftly and efficiently with key issues. Weil’s Restructuring team has the experience, insight and knowledge to hit the ground running when it comes to dealing with your specific challenges. We strive every day to take restructuring to the next level with creative solutions to earn our reputation as the world’s leading restructuring practice. We have the depth, strength and experience to handle all aspects of restructuring and insolvency matters. Contacts: Matt Barr Global Co-Head of Restructuring +1 212 310 8010 Gary Holtzer Global Co-Head of Restructuring +1 212 310 8463 Ray C. Schrock, P.C. Global Co-Head of Restructuring +1 212 310 8210 Please visit our Restructuring Blog at rx.weil.com Weil, Gotshal & Manges LLP weil.com
AlixPartners presents Pandemic Paradox: Where’s the Restructuring Work? Friday, April 9, 2021 10:00 AM–10:50 AM ET Despite its impact on families, on Main Street and on certain other pockets of the US economy, the worldwide pandemic has not driven a sustained wave of restructuring activity. The panelists will explain the reasons behind this phenomenon and provide some insights about the longer term impact of the pandemic, including sectors to watch. Elizabeth Abrams Senior Managing Director Guggenheim Securities Elizabeth Abrams is a Senior Managing Director of Guggenheim Securities, where she advises companies, boards of directors, investors and governments on liability management and restructuring transactions. Elizabeth has advised on many of the most complex restructuring transactions across sectors, including power, real estate, oil & gas and public finance. She also serves as a member of Guggenheim Securities’ fairness opinion and valuation committee. Elizabeth has spent her career focused on restructuring. Ms. Abrams was part of the team at Millstein & Co. that joined Guggenheim in 2018 and prior to Millstein. She started her career in restructuring at Miller Buckfire. Elizabeth has advised on restructuring of billions of dollars of liabilities. Notable transactions include advising constituents in the restructurings of Texas Competitive Energy Holdings (now Vistra Energy), the Commonwealth of Puerto Rico, Pacific Gas & Electric, and General Growth Properties, among others. She has been recognized as a leader in the restructuring field and her work has been honored by the Turnaround Management Association and Turnaround & Workouts magazine. Ms. Abrams graduated from the Jerome Fisher Program in Management and Technology at the University of Pennsylvania, where she earned a B.S. in Economics from the Wharton School and a B.A.S. from the School of Engineering and Applied Science. She has served as a guest lecturer on restructuring topics at the University of Virginia and Columbia Law School. She currently sits on the boards of directors of Her Justice and Animal Lighthouse Rescue. 10
Jeffrey Finger Managing Director Jefferies Jeffrey Finger is a Managing Director and Co-Head of the US in the Debt Advisory & Restructuring Group at Jefferies. He has over 20 years of experience advising companies, boards of directors, financial sponsors and creditors across a range of industries in restructuring, recapitalization, liability management, financing and M&A transactions. Mr. Finger has advised on transactions aggregating over $75 billion of debt restructured and $15bn of financing raised. Selected client matters include Ambac Financial Group, American Airlines, Amtrol, APC Automotive, Aspect Software, BCBG MaxAzria, Bloom Energy, CNL Hotels & Resorts, Danka Business Systems, Dendreon, Dura Automotive Systems, Eddie Bauer, Edison Mission Energy, Endologix, Energy Future Holdings, Foresight Energy, Gibson Brands, Grupo TMM, Horizon Global, Huntsman Corporation, Interstate Bakeries, Iracore International, Isola Group, Jakks Pacific, JC Penney, La Paloma Generating Company, Lear Corporation, Local Insight Media, Melinta Therapeutics, Nordam Group, Quorum Health, Readers Digest Association, Rosehill Resources, Salt Creek Midstream, Spiegel Group, Synergy Pharmaceuticals, Tronox and several other undisclosed engagements. Prior to joining Jefferies, Mr. Finger was a partner in the debt advisory and restructuring group at Centerview Partners. Earlier in his career, Mr. Finger was a Managing Director at Miller Buckfire & Co., a former member of the financial restructuring group of its predecessor, Dresdner Kleinwort Wasserstein, as well as worked in the investment banking division of Wasserstein Perella. He has an M.B.A. from the University of Chicago Booth School of Business and a B.A. in economics from the University of Michigan. David Hindman Senior Vice President and General Manager AlixPartners David is a leader in AlixPartners’ Power and Utilities team. He has spent more than 20 years as a senior executive and strategic advisor to electric power and natural gas companies. David has advised a variety of clients in the successful turnarounds and transformations, including leading PG&E’s business plan and implementing operational improvements. He also served as executive with Direct Energy / Centrica leading generation, wholesale, and retail segments. Previously, David was a co-founder of the Corporate Risk Practice at McKinsey & Company and a leader in the Electric Power/Natural Gas Practice. 11
David holds an MBA from Harvard Business School and a B.S. in Mechanical Engineering and a B.A. in Economics from Rice University. He has served on the Energy Advisory Committee of the Greater Houston Partnership and on the Rice University Engineering Board of Directors and has been a guest lecturer at Rice University. He has led more than $180 Bn of M&A transactions across the energy sector. Elizabeth R. McColm Partner Paul Weiss A partner in Paul, Weiss’ Restructuring Department, Elizabeth McColm specializes in the areas of corporate restructurings and bankruptcy and has been involved in major restructurings and bankruptcies representing debtors, creditors and acquirers of assets. Elizabeth’s company-side representations include Petra Diamonds, McGraw Hill, Pioneer Energy Services Corp., David’s Bridal, The Bon-Ton Stores and Noranda. Recent creditor-side and investor matters include advising key stakeholders in the restructurings of Virgin Australia Airlines, California Resources Corporation, Country Fresh Holdings, Denbury Resources, Seadrill Limited, FULLBEAUTY Brands, Pacific Drilling, Oro Negro, GenOn, Armstrong Energy, Ultra Petroleum and SquareTwo Financial, among others. Elizabeth is widely recognized as a leading restructuring practitioner, including by Chambers USA, The Legal 500 and IFLR1000, and she speaks frequently at industry events. She co-authors with fellow Paul, Weiss partner Alan Kornberg, an annual chapter in the International Comparative Legal Guide (ICLG) to Corporate Recovery and Insolvency. She also contributed the “Investment Fund Activity in Chapter 11” chapter in Americas Restructuring Review 2021 published by Global Restructuring Review. Elizabeth’s representations have been recognized by numerous industry publications; International Financial Review’s 2021 Asia-Pacific Awards recognized Virgin Australia Airlines as its “Restructuring Deal of the Year,” the M&A Advisor selected Pacific Drilling as the 2019 “Energy Deal of the Year” and The Bon-Ton Stores as 2018 “Consumer Discretionary Deal of the Year (Over $100MM),” and the Financial Times has “Highly Commended” Elizabeth in its annual report on “U.S. Innovative Lawyers” for her work representing certain CEVA Group lenders in the company’s restructuring. Elizabeth currently serves on the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association. 12
Alan D. Holtz Managing Director AlixPartners (Moderator) Alan advises clients on maximizing value, recovery, and financial returns in complex restructuring situations. For the past 32 years, he has worked with management teams and boards of directors of companies facing financial challenges as well as with secured lenders and unsecured creditors of companies in similar situations, both in Chapter 11 and out of court. Alan was with a Big Four firm before joining AlixPartners, both as a CPA and as a restructuring consultant. He has a Bachelor of Science in accounting from the Wharton School at the University of Pennsylvania. Clients that Alan has represented in recent years include FirstEnergy, FTD, Appvion, LSC Communications and creditors of Payless Shoes, Chicago Tribune and Energy Futures Holdings. Alan has served on the boards of directors of various not-for-profit organizations, including Youth INC, Newark Public Radio (Finance Chair), and the Association of Insolvency and Restructuring Advisors (President), amongst others. proudly supports THE 2021 WHARTON RESTRUCTURING & DISTRESSED INVESTING CONFERENCE Learn more at AlvarezandMarsal.com Follow A&M on: NORTH AMERICA | EUROPE | MIDDLE EAST | LATIN AMERICA | ASIA 13
Evercore presents Recent Developments and Key Trends in Distressed Liability Management Transactions Friday, April 9, 2021 10:00 AM–10:50 AM ET Multiple recent transactions have utilized novel reads of credit documents to prime existing senior debt or otherwise advantage one creditor group over another despite similar positioning within companies’ pre-transaction capital structures. This panel will discuss the impact of such recent transactions as well as the opportunities and challenges faced by creditors and companies alike in this still-evolving environment. Patrick Daniello Credit Advisory Eaton Vance Mr. Daniello is a member of SVP funds’ Advisory Council and primarily involved in furthering the North American franchise. Mr. Daniello is the President of Daniello Associates, an advisory firm providing wholesale restructuring and workout advice, portfolio management, and case management to credit investors. Prior, Mr. Daniello worked at J.P. Morgan Chase & Co. from 1987 to 2018 where he held multiple positions. Most recently he was the Wholesale Chief Risk Officer for JPMorgan Chase’s Consumer and Community Bank, where he was responsible for all facets of Risk Management across $60B of wholesale assets and managed a global team of 450 employees. However, most of his tenure at JPMorgan was in the Corporate & Investment Bank in Special Credits and Special Situations, where he held the position of Global Head of Wholesale Special Credits from 2007 to 2017. Prior to becoming Global Head, Mr. Daniello was Head of Special Credits for EMEA and Asia Pacific, while he and his family were based in London from 2002 to 2007. He has been responsible for managing JPMorgan’s position through many high profile restructurings. Mr. Daniello graduated from Lehigh University’s College of Business and Economics with a BS in Finance, received his MBA from the Gabelli Graduate School of Business at Fordham University, and is a member of the Risk Management Association. 15
Roopesh Shah Senior Managing Director Evercore Roopesh Shah is a Senior Managing Director of Evercore’s Restructuring and Debt Advisory Group. Mr. Shah has worked on numerous restructuring assignments, advising companies, creditors, and other parties on refinancings, exchange offers, consent solicitations, amendments, out-of-court restructurings, Chapter 11 bankruptcy reorganizations, distressed mergers and acquisitions, Section 363 asset sales and cross-border restructuring issues. Mr. Shah has also been involved in numerous DIP and exit financings for companies in Chapter 11 and several “rescue” financings for distressed clients. Selected client engagements include work for Alcatel-Lucent, Arcapita, Associated Materials, ATU, California Resources, Chesapeake Energy, Claire’s Stores, Cobalt International Energy, Comverse Technologies, Edcon, hibu, Imtech, Isola, Keystone Automotive, Movie Gallery, Norske Skog, Pfleiderer, Sea Island, Select Staffing, Selecta, Sequana, Spectrum Brands, Targus, Tronox, Wastequip, Zekelman Industries, and The Yellowstone Club. Prior to joining Evercore, Mr. Shah was the Global Head of Goldman Sachs’ Restructuring Finance and Advisory Group, where he had worked since 2006. Prior to Goldman Mr. Shah was a Director in the Restructuring Group of Miller Buckfire & Co. and a Vice President in the Mergers & Acquisitions Group of Wasserstein Perella & Co. Mr. Shah received a B.S. in Economics from the Wharton School of the University of Pennsylvania, with concentrations in finance, marketing and information technology. Jane VanLare Partner Cleary Gottlieb Jane joined Cleary Gottlieb Steen & Hamilton LLP in 2010 and became a partner in 2016. Jane’s practice focuses on restructuring, insolvency, and bankruptcy litigation. Jane has advised on significant transactions in the bankruptcy and restructuring space, including acting as counsel to Overseas Shipholding Group’s successful restructuring and exit from Chapter 11 bankruptcy protection, which IFLR named as “Restructuring Deal of the Year,” Goldman Sachs in the Lehman Brothers Chapter 11 proceedings, which IFLR named as a “Restructuring Deal of the Year,” and to Truvo Group in its Chapter 11 proceedings, which IFLR named as an “EMEA Restructuring Deal of the Year.” For three years in a row, Jane was honored on Benchmark Litigation’s “Under 40 Hot List.” Jane received a J.D. from Harvard Law School and a A.B., magna cum laude, from Harvard College. 16
Kaj Vazales Managing Director and Co-Head of North America Oaktree Capital Mr. Vazales, Managing Director and Co-Head of North America Distressed Opportunities, leads the team’s investing efforts across a number of industries in the region and also oversees the group’s recruiting efforts. Mr. Vazales is responsible for sourcing, underwriting and executing publicly traded and private investments in the areas of distressed and stressed credit, private equity, leverage finance and equities. He has overseen a number of restructurings, and has played a key role in both in- and out-of-court recapitalizations for some of the group’s largest investments, including sitting on ad hoc and official committees of creditors in chapter 11. During his tenure, Mr. Vazales has had primary coverage responsibility for a significant number of sectors, and made investments in the auto, specialty finance, gaming, commercial real estate, retail/consumer, and oil and gas industries. He has served on a number of public and private boards, including Pulse Electronics, Berry Petroleum Corp., International Market Centers, Aleris International, FullBeauty Brands, and Acosta, Inc. Prior to joining Oaktree in 2007, Mr. Vazales worked as an analyst in the Financial Restructuring Group at Houlihan Lokey, advising creditors and distressed companies on strategic alternatives. He graduated from Harvard University with an A.B. degree in economics, cum laude. Lawrence G. Wee Partner Paul, Weiss Larry Wee is a partner in the Corporate Department at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and a member of the firm’s Capital Markets, Finance and Restructuring Groups. Larry’s practice focuses on a variety of capital markets and finance transactions, securities regulation and restructuring matters. He has been recognized by The Legal 500 as a leading capital markets lawyer as well as by Lawdragon as one of their “500 Leading U.S. Bankruptcy and Restructuring Lawyers.” Larry’s practice includes public and private equity offerings, high-yield and investment-grade debt offerings, convertible debt offerings and offerings of asset-backed securities. He also represents public companies in connection with their ongoing securities law and corporate governance matters and advises in connection with public mergers and acquisitions transactions. Larry has extensive experience in debt consent solicitations, debt restructurings, restructuring financings and exchange offers. Larry’s recent noteworthy representations include Canopy Growth Corporation, an NYSE- and TSX-listed caannabis products company, in a $750 million secured term loan financing (its first such financing in the U.S.), Revlon Consumer Products Corporation with respect to a $1.9 billion secured loan refinancing transaction, a $200 million secured additional term loan, $2.2 billion of secured acquisition financing and Rule 144A offerings of a total of $950 million of senior unsecured 17
notes; Carnival Corporation & plc in four post-COVID first- and second-lien bank and bond secured financings and two post-COVID unsecured bond financings totaling more than $15.9 billion and in amendments to more than $20 billion of its pre-COVID debt; ad hoc groups of first-lien lenders in the chapter 11 reorganizations of Frontier Communications and Windstream; and an ad hoc group of unsecured note holders in the structuring of the exchange offers and resulting debt and equity securities in the $2.5 billion out-of-court restructuring of Neiman Marcus Group and MyTheresa. Larry’s public company clients include Taylor Morrison Home Corporation, Movado Group, Inc., vTv Therapeutics Inc. and Emmis Communications Corporation. Larry also represents private equity and other funds in leveraged buyouts, including affiliates of Oaktree Capital Management, MacAndrews & Forbes, KPS Capital Partners and Oak Hill Capital Partners. Stephen Goldstein Senior Managing Director Evercore (Moderator) Stephen Goldstein is a Senior Managing Director of Evercore’s Restructuring and Debt Advisory Group. He joined Evercore in 2012. Mr. Goldstein has advised corporate clients and creditor groups in a broad range of restructuring, reorganization and capital raising transactions. Specifically, Mr. Goldstein has significant experience in Chapter 11 and out-of-court restructurings, as well as raising debt and equity capital in traditional and distressed situations. Mr. Goldstein has represented clients across a diverse variety of industries, including energy, heavy building materials, real estate, TMT (telecom/media/technology), health care and consumer products. Selected client engagements include advisory work for Altegrity, Catalina, Charter Communications, David’s Bridal, Education Management Corporation, Energy Future Holdings, iStar Financial, Jacuzzi Brands, Masonite, Monitronics, Preferred Sands, Primus Telecommunications, Southeastern Grocers, Spanish Broadcasting Systems, Tops Markets, The Great Atlantic & Pacific Tea Company, U.S. Concrete, U.S. Xpress, WCI Communities, and White Birch Paper. Prior to joining Evercore, Mr. Goldstein was a Managing Director in the Financial Restructuring Group at Lazard Freres & Co., where he had worked since 2002. Prior to Lazard, Mr. Goldstein served in several investment banking positions at Thomas Weisel Partners and its predecessor firm, Montgomery Securities. Mr. Goldstein began his career as an attorney at Morgan, Lewis & Bockius, where he specialized in securities law and mergers and acquisitions. Mr. Goldstein has a J.D. from New York University School of Law and a B.A. (with distinction) from Cornell University. 18
Providing strategic advice when it matters most. Miller Buckfire proudly supports the Wharton Restructuring and Distressed Investing Conference www.millerbuckfire.com info@ millerbuckfire.com +1 212 895 1800
Kirkland & Ellis presents Distressed Hedge Funds: Perspectives on the Past Year and Beyond Friday, April 9, 2021 11:00 AM–11:50 AM ET The distressed investing world has never seen a year like 2020. The panelists will share their impressions and experiences on investing in the midst of the global pandemic, oil price wars, roaring capital markets, and the rise of the retail investor. As we turn the corner, we will discuss the potential opportunities and pitfalls for 2021 and beyond and the outlook for the distressed investing industry. Daniel Flores Partner GoldenTree Asset Management Daniel Flores is a Partner, the Head of Restructurings and Turnarounds in North America and a member of the Distressed Investment Committee at GoldenTree Asset Management. At GoldenTree, he is responsible for restructurings, distressed investments, turnarounds and the firm’s post-reorganization portfolio in North America. Prior to joining GoldenTree, Mr. Flores worked at Avenue Capital Group, where he focused on U.S. distressed opportunities, restructuring transactions and turnarounds, in the Restructuring and Finance Group at Lehman Brothers, where he advised clients in connection with out-of-court restructurings, Chapter 11 cases and financings in the U.S., Europe and Latin America, and in Merrill Lynch’s Global Power Group in New York, London and Singapore. In addition, Mr. Flores founded MENU Pte Ltd, a leading operator of Western food and beverage concepts in Singapore. Mr. Flores has served on a number of profit and non-profit boards, including Superior Energy, Milacron, Trusted Media Brands, CE Star and Repertorio Español, and on dozens of ad hoc creditor committees. Mr. Flores received an A.B. degree from Duke University and his M.B.A. from Columbia Business School. Suzanne Gibbons Managing Member Davidson Kempner Suzanne K. Gibbons, Managing Member – Distressed Investments, joined Davidson Kempner in July 2007. Ms. Gibbons was appointed Managing Director in January 2015 and became a Managing Member in January 2020. From 2003 to 2005, Ms. Gibbons worked as an Associate at Montgomery & Co., advising healthcare companies on private placements and mergers and acquisitions. From 2001 to 2003, she was an Analyst in the healthcare investment banking group at JPMorgan. Ms. Gibbons received her M.B.A. from Harvard Business School in 2007 and her B.A. from Dartmouth College in 2001. 20
Ian Glastein Managing Principal Monarch Ian Glastein is a Managing Principal at Monarch Alternative Capital, an investment firm with over $9 billion of assets under management. Mr. Glastein focuses on investments in opportunistic and distressed situations across corporate debt, real estate, special situations, and other market segments. Prior to joining Monarch in 2011, Mr. Glastein worked at Goldman Sachs as an Investment Banking Analyst in the Healthcare Group before completing a two-year fellowship at The Rabinowitz Institute in Israel. Mr. Glastein currently serves as the Chairman of the Board of Shopko Optical, as well as on the boards of various entities related to investments in U.S. real estate. In addition to his professional affiliations, Mr. Glastein also serves on the board of the Meor Foundation, as well as on the boards of several local community organizations in New York. Mr. Glastein graduated from the University of Pennsylvania, magna cum laude, with a B.S. in Economics from the Wharton School and a B.A. in Biology from the College of Arts and Sciences. He also earned a Master of Biotechnology from the School of Engineering and Applied Science. Christopher Lahoud Partner, Credit in New York Apollo Chris Lahoud joined Apollo in 2018 in Credit and is a Partner on the Liquid Credit Team . Prior to that time, Mr. Lahoud was a Managing Director in the Distressed Product Group at Deutsche Bank from 07/11 to 07/18. Prior to that, Mr. Lahoud was an Associate at Citigroup from 07/06 to 06/11. Aaron Rosen Partner, Co-Portfolio Manager, Special Opportunities Ares Mr. Rosen is a Partner and Co-Portfolio Manager of Special Opportunities in the Ares Private Equity Group, where he focuses on investing across the various Ares fund platforms in the public and private markets. Mr. Rosen serves as a member of the Ares Private Equity Group’s Special Opportunities Investment Committee. Prior to joining Ares in 2018, Mr. Rosen was a Partner and Director of Research at Archview Investment Group, where he focused on distressed and high yield investments in both in the U.S. and internationally. Prior to Archview, Mr. Rosen was a Vice President at Citigroup, where he was a founding member of the Citibank Global Special Situations Group focused on U.S. distressed debt, stressed credit, and value equity investment strategies. In addition, Mr. Rosen was a member of Citigroup’s Asset-Based Finance group, where he focused on structuring senior secured debt financings for noninvestment grade corporate borrowers. Mr. Rosen holds a B.S., 21
summa cum laude, from New York University’s Stern School of Business in Finance and Information Systems where he received the Valedictorian Award. Steven N. Serajeddini Partner Kirkland & Ellis (Moderator) Steven advises companies, distressed investors, ad hoc committees, private equity firms, and other investors with respect to public, private, and portfolio companies in financial distress, including liability management transactions, amend and extend transactions, refinancings, out-of-court exchanges and restructurings, and bankruptcy and insolvency proceedings. Steven has been involved in some of the largest and most complex corporate restructurings of all time. Steven also advises boards of directors and senior management of distressed companies regarding fiduciary duties and corporate governance. Steven has extensive experience in a broad range of industries, including oil and gas, power, retail, telecommunications, healthcare, manufacturing, hospitality, real estate, financial services, publishing, media, and pharmaceutical. 22
Keynote 2 Friday, February 19, 2021 10:15 AM–11:00 AM ET Judge Marvin Isgur United States Bankruptcy Judge United States Bankruptcy Court for the Southern District of Texas Marvin Isgur has been a United States Bankruptcy Judge since February 1, 2004. He was appointed to a second term as a Bankruptcy Judge, which began on February 1, 2018. Chief Justice John Roberts, Jr. appointed Judge Isgur to the Judicial Conference Committee on Court Administration and Case Management. He is the sole bankruptcy judge appointed to the Committee by the Chief Justice. Judge Isgur was recently reappointed to a second term on the Judicial Conference Committee. Judge Isgur currently presides over more than 4,000 bankruptcy cases. He has been instrumental in reforming consumer bankruptcy practices and rules both in the Southern District of Texas and nationally. Judge Isgur is one of two judges who is assigned complex bankruptcy cases in the Southern District of Texas. In that capacity, he has presided over multiple bankruptcy cases with liabilities exceeding one billion dollars. In 2018, he was assigned the largest bankruptcy case filed in the United States. In 1974, Judge Isgur received his bachelor’s degree from the University of Houston. In 1978 he received his MBA, with honors, from Stanford University. After earning his MBA, Judge Isgur served as an executive with a large real estate development company in Houston. In 1987, Judge Isgur returned to the University of Houston to attend law school. Judge Isgur was awarded his law degree, with high honors, in 1990 and began representing debtors and trustees in chapter 11 and 7 bankruptcy cases until his appointment as a Bankruptcy Judge. Judge Isgur is also one of a handful of attorneys in the nation with experience representing various parties in chapter 9 bankruptcy cases. Judge Isgur has written over 500 memorandum opinions. He was one of the first judges to issue opinions interpreting the 2005 Bankruptcy Abuse Prevention and Consumer Protection Act. Judge Isgur was a founding member and served on the board of directors for the Houston Urban Debate League, a non-profit organization that works in partnership with local schools to bring policy debate to high school students. He is one of the principal organizers of the annual University of Texas Consumer Bankruptcy Conference and is a frequent speaker at continuing legal education programs. When his volunteer and court activities permit, Judge Isgur spends his weekends sailing on Galveston Bay. 23
Judge Marvin Isgur will be interviewed by Genevieve Shaw and Matt Barr Genevieve Shaw Co-Chair Wharton Restructuring and Distressed Investing Conference 2021 Genevieve is a second-year student in the JD/MBA program at The Wharton School and Penn Law. She will be interning with PJT’s Restructuring & Special Situations team in New York this summer. Prior to Penn, Genevieve was an equity research associate at Fidelity Investments in Boston on the industrials team covering business services, waste, and engineering & construction companies. Genevieve graduated from Harvard with a B.A. in History. Matt Barr Co-Chair, Restructuring Department Weil, Gotshal & Manges LLP Matt Barr is Co-Chair of the Restructuring Department at Weil, Gotshal & Manges LLP and a member of the Firm’s Management Committee. Mr. Barr has extensive experience leading representations of debtors, secured and unsecured creditors, bondholders, ad hoc groups, private equity funds, acquirers of assets, hedge funds and other institutions acquiring controlling positions in financially distressed companies in chapter 11 reorganization cases and out-of-court restructurings both in the United States and internationally. Mr. Barr’s engagements have ranged across a wide array of industries, including retail, telecommunication, chemical, pharmaceutical, textile, energy, oil and gas, automotive, apparel, manufacturing, project finance and shipping. He has drawn upon his broad experience to develop and advise clients on practical solutions and build the consensus required to implement these solutions. Mr. Barr has consistently been recognized over the years as one of the nation’s leading restructuring lawyers by Chambers Global, Chambers USA, IFLR1000, Lawdragon, Legal 500, Guide to World’s Leading Insolvency and Restructuring Lawyers (Legal Media Group), and Super Lawyers, among others. Most recently, he was named a Leading Lawyer by Legal 500 and named “Highly Regarded” for Restructuring and Insolvency in the U.S. by IFLR1000 in 2020. In 2019, Mr. Barr was named among Turnarounds & Workouts’ “Outstanding Restructuring Lawyers” and named a Leading Lawyer by Legal 500. In 2017 he was named among Turnarounds & Workouts’ “Outstanding Restructuring Lawyers” and a “Bankruptcy MVP” by Law360. Commentators in Chambers USA have called him “tremendously bright, responsive and reliable,” and “a measured, strong advocate” that knows “how to get to a resolution in a case.” IFLR1000 called him “a very strong and commercial lawyer. He never loses his cool and always finds a way to get to yes.” Currently Mr. Barr serves on the board of directors for the National Kidney Foundation – Greater New York as well as the American Red Cross – Greater New York and is a board 24
is proud to support the Seventeenth Annual Wharton Restructuring & Distressed Investing Conference member of the Weil Foundation. Mr. Barr joined Weil in 2015 from a major international law firm, where he was a senior equity partner, resident in that Firm’s New York office. Mr. Barr has contributed to various publications over the years on topics ranging from valuation litigation, in- and out-of-court remedies of creditors and asset sales. Mr. Barr has participated on a variety of panels as both a moderator and speaker. 25
Miller Buckfire presents Retail Rodeo: Reflections on Yet Another Unprecedented Dynamic Year in Retail Friday, April 9, 2021 1:00 PM–1:50 PM ET This panel will discuss the challenges and achievements of stakeholders, investors and advisors in the retail industry over this last year, how the COVID pandemic intensified and accelerated ongoing trends and led to some welcome and unwelcome surprises. Andrew C. Ambruoso Counsel Latham & Watkins Andrew C. Ambruoso advises companies, creditors, and institutional and distressed investors on a range of restructuring matters, including large out-of-court workouts, distressed acquisitions, and chapter 11 proceedings. Mr. Ambruoso handles complex restructuring matters, both in and out of court, on behalf of agent banks, creditors, hedge funds, and companies. His practice includes multi-billion dollar restructurings spanning diverse industries, such as retail and consumer products, energy, gaming and hospitality, pharmaceuticals, steel, and aviation. Mr. Ambruoso helps parties achieve consensus by applying his strong negotiating skills, as well as his blend of creditor and company-side experience. He is adept at handling all phases and types of restructuring and special situation transactions, including debtor-in-possession financings, pre-packaged and pre-arranged plans of reorganization, and out-of-court restructuring proceedings. Upon graduating law school, Mr. Ambruoso served for two years as law clerk to the Honorable John C. Ninfo, II, Chief Judge, US Bankruptcy Court for the Western District of New York, and Senior Judge for the Bankruptcy Appellate Panel of the US Court of Appeals for the Second Circuit. 26
Jon Goulding Managing Director, Co-Head West Region Alvarez & Marsal Jon Goulding is a Managing Director and Co-Head for the West Region with Alvarez & Marsal’s North American Commercial Restructuring Practice in Los Angeles. In this role, he specializes in financial and strategic planning, liquidity management and implementation of financial strategies for corporate turnarounds and restructuring. With more than 20 years of management consulting, financial restructuring and interim management experience, Mr. Goulding advises debtor and creditor clients, both in court and outside of bankruptcy. Mr. Goulding assists clients in reviewing and preparing business plans, analyzing product profitability, assessing cash flow and liquidity, and developing restructuring and reorganization strategies. He has worked in a variety of industries, including retail, energy, technology, transportation and logistics, agriculture, manufacturing, telecommunications and financial services. Most recently, Mr. Goulding was the Chief Restructuring Officer for Forever 21, Inc. Mr. Goulding’s other retail engagements include Toys “R” Us, Savers/Value Village, Movie Gallery (where he served as Treasurer), Haggen, Fresh & Easy Neighborhood Markets, and Gymboree, among others. Prior to joining A&M, Mr. Goulding spent two years in the San Francisco office of the Corporate Restructuring Group of a Big Five firm, where he served as an Associate. Previously, Mr. Goulding was a Business Strategist with Viant Corporation and an Associate at SRI Consulting. Mr. Goulding earned his bachelor’s degree in chemical engineering from the University of Michigan. He is a Certified Insolvency and Restructuring Advisor (CIRA) and a Chartered Financial Analyst (CFA) charterholder. Additionally, he is a member of the Association of Insolvency and Restructuring Advisors (AIRA), the Southern California Chapter of the Turnaround Management Association and the CFA Institute. Bradford J. Sandler Senior Partner Pachulski Stang Ziehl & Jones LLP Bradford J. Sandler is a Senior Partner at Pachulski Stang Ziehl & Jones LLP, a member of both its Management and Long-term Planning Committees, and is Co- Chair of its Creditors’ Committee Practice Group which, year after year, is one of the most active and recognized Committee Practices in the United States. 27
For a quarter century, Brad has been representing debtors, committees, acquirers, fiduciaries, and other significant parties in interest in complex reorganizations and financially distressed situations, both in and out of court around the United States. Several national publications have recognized Brad’s dedication to his clients and his commitment to achieving his clients’ goals. He is ranked among the top Bankruptcy/Restructuring attorneys in America by Chambers USA, which states that Brad “boasts deep expertise in the representation of creditors’ committees in complex Chapter 11 proceedings,” and that he “blend[s] traditional legal skills with commercial negotiating and business sense.” Chambers USA also notes that Brad is “a creative, calm, effective lawyer who is also quick, smart and aggressive.” Further, he has been selected for inclusion in Best Lawyers in America every year since 2013, while many of his cases and its professionals have received top awards from various organizations, including the Turnaround Management Association, the Global M&A Network, and The M&A Advisor. He is a former Adjunct Professor of Law of Temple University School of Law, and he regularly speaks on insolvency topics around the United States. Sean Sheehan Senior Managing Director Encina Business Credit, LLC Sean Sheehan is a Senior Managing Director at Encina Business Credit, LLC, a nonbank asset-based lender, and joined the company shortly after its inception in early 2016. Sean has 27 years of corporate finance experience and is responsible for originations in the Northeast, with a specific focus on restructuring transactions. Prior to joining Encina, Sean held positions at Firstlight Financial Corporation, Forthill Investment Partners, RBS Citizens Business Capital and 17 years with GE Capital. James Doak Co-Head and Managing Director Miller Buckfire (Moderator) James Doak is a Co-Head and Managing Director of Miller Buckfire. Mr. Doak’s experience includes M&A, financing and restructuring transactions on behalf of the City of Detroit, the Mashantucket (Western) Pequot Tribal Nation, Broder Bros. Co., Magna Entertainment Corp., Standard Pacific Corp., Allied Holdings, Hines Horticulture, ITC^DeltaCom, Level 3 Communications, Kanebo Ltd., Burlington Industries, Horizon Natural Resources, CenterPoint Energy, Gilat Satellite Networks, Viatel and Allied Riser Communications. Mr. Doak has also represented creditor constituents in various restructuring transactions including Idearc, Wilton Brands Inc. and The Lenox Group and advised several non-disclosed sovereigns and municipalities. 28
Extraordinary Clients Extraordinary Solutions Paul, Weiss attorneys bring diverse perspectives and innovative ideas to every matter. Together, we navigate complex legal and business challenges. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP paulweiss.com Mr. Doak is a former member of the financial restructuring group of Dresdner Kleinwort Wasserstein, which he joined in 2000. Prior to joining Dresdner Kleinwort Wasserstein, he was an investment banker at Goldman, Sachs & Co. Mr. Doak has focused on a variety of sectors throughout his career, including municipal/sovereign financial distress, gaming, transportation, telecommunications, distribution, home goods, information technology, textiles and power generation and transmission. He is a member of the Turnaround Management Association, the American Bankruptcy Institute and a frequent panelist at industry conferences. Mr. Doak has authored several articles on corporate distress and turnaround leadership and in June 2011 was selected as one of The M&A Advisor’s 40 Under 40 leading M&A, financing and turnaround professionals. Mr. Doak has an M.B.A. (with high distinction) from Harvard Business School where he was a Baker Scholar, a J.D. (cum laude) from Harvard Law School and an A.B. (magna cum laude) from Harvard University with a concentration in Social Studies. 29
Weil, Gotshal & Manges presents Challenges of Contentious Cross-Border Chapter 11s During COVID Friday, April 9, 2021 2:00 PM–2:50 PM ET Weil restructuring partner David Griffiths will lead a discussion on the challenges of executing contentious cross-border chapter 11 cases during COVID. Drawing on the successful restructuring of Speedcast International, a global remote communications business serving 3,200 customers in 140 countries, the panel will address the strategic path taken by Speedcast in the face of an intractable dispute among its secured lenders that stalled its restructuring, the steps that ultimately ensured that the Company was able to successfully reorganize, and the hurdles it had to overcome to get there. Kelly DiBlasi Partner, Restructuring Weil, Gotshal & Manges Kelly DiBlasi is a partner in the Restructuring Department at Weil, Gotshal & Manges LLP. Ms. DiBlasi’s practice focuses on debtors, creditors, and equity interest holders in all areas of domestic and international restructurings and crisis management, both in and out of court. Most recently, she was named a “Rising Star” for Restructuring and Insolvency in the U.S. by IFLR1000 for 2020. Ms. DiBlasi also represents, on a pro bono basis, the N.Y. Police and Fire Widows’ & Children’s Benefit Fund, and has helped several U.S. military veterans seeking assistance with applying for disability benefits. Her pro bono work has also included assisting a non-profit entity in connection with its out-of-court restructuring. Ms. DiBlasi has served as a teacher’s assistant at Cardozo School of Law and Harvard Law School. She frequently presents at bankruptcy seminars and participates in a variety of firm activities and initiatives focused on training, mentoring, recruiting, and diversity. 30
Paul Genender Partner, Litigation Weil, Gotshal & Manges Paul Genender is a partner in Weil’s Complex Commercial Litigation practice, and the leader of the Firm’s Litigation practice in Dallas. A seasoned trial lawyer, Mr. Genender represents clients in connection with a range of business disputes, including antitrust, bankruptcy, breach of contract, business fraud, breach of fiduciary duty, unfair and deceptive trade practices, unfair competition, securities fraud, and trade secrets-related matters. He also counsels clients on antitrust compliance, board governance, fiduciary duty and other business law issues, and pre-lawsuit dispute resolution. He has extensive experience litigating complex restructuring disputes in bankruptcy courts throughout the nation. Outside of his active practice, Mr. Genender is involved in diversity and inclusion initiatives. He serves as Co-Chair of the Firm’s Taskforce on Women’s Engagement & Retention (TOWER), and sits on the Firm’s Diversity Committee. Mr. Genender also serves as General Counsel of the Texas General Counsel’s Forum and on the Board of Directors of the Dallas Women Lawyers Association (DWLA) Foundation, where he was honored by the DWLA as the recipient of its James E. Coleman, Jr. “Her Champion Award,” in recognition of his support and dedication to advancing women in the legal profession. He is also a Trustee of the St. Mark’s School of Texas in Dallas. Mr. Genender received his J.D. in 1994 from Duke University School of Law, where he served as Notes Editor of the Duke Journal of Comparative and International Law. He received his A.B., magna cum laude, Phi Beta Kappa, in 1991 from Duke University. Michael Healy Senior Managing Director, FTI Consulting Chief Restructuring Officer, Speedcast International Michael Healy is a Senior Managing Director in the Corporate Finance & Restructuring practice at FTI Consulting, based in New York. Previously, Mr. Healy was a Senior Managing Director in CDG’s Restructuring Group. He spent 15 years at CDG and has worked on a variety of restructuring and strategic advisory assignments across a broad range of industries. Examples of Mr. Healy’s public assignments include All American Group (Coachman Industries), CHC Group, Dayton Superior, Foodarama Supermarkets, HMX Group, Integrated Electrical, Linens’ n Things, Penn Traffic Supermarkets, PRACS Institute, Reichhold Industries, St. Louis Post- Dispatch, Transcentra Inc., USG, World Health Alternatives, W.R. Grace and Vertis Communications. Mr. Healy has also served as Chief Restructuring Officer (“CRO”), President, and Chief Executive Officer (“CEO”) in both in-court and out-of-court situations. Mr. Healy has extensive testimony experience serving as the primary 31
witness in several highly contested matters. Mr. Healy received a B.S. in Finance from Rensselaer Polytechnic Institute and an M.B.A. from the Lally School of Management at Rensselaer Polytechnic Institute. Paul Rathborne Managing Director Moelis Australia Paul Rathborne is a Managing Director of Moelis Australia and Head of Corporate Finance. Paul has over 16 years’ experience in investment banking joining Moelis Australia on its launch in 2010, and prior to that was at JPMorgan in its investment banking division. Paul’s focus is on Special situations, M&A, and capital market transactions. Recent relevant transactions he has led include; 1. Recapitalisation of Freedom Foods 2. Recapitalisation and sale of Speedcast International 3. Recapitalisation and sale of Marlin Brands 4. Recapitalisation of Onsite Rental Group 5. Recapitalisation and sale of Bis Industries 6. Recapitalisation and sale of Ten Network Paul has a Bachelor of Commerce with distinction from the University of New South Wales. David Griffiths Partner, Restructuring Weil, Gotshal & Manges (Moderator) David Nigel Griffiths is a partner in the Restructuring Department at Weil, Gotshal & Manges LLP. On the company side, he regularly represents large and medium- size businesses in strategic planning, restructuring, and chapter 11 proceedings. As company counsel, Mr. Griffiths is currently leading the chapter 11 restructuring of Speedcast International, the world’s largest global satellite provider specializing in satellite connectivity for business and enterprise satellite networks. He has been actively involved in the restructurings of Westinghouse Electric Company, CHC Group Ltd., Golfsmith, MBIA, MF Global, General Motors/Motors Liquidation Company and Uno Restaurants, among others. On the creditor side, Mr. Griffiths is currently representing Citibank as DIP Agent and Prepetition Revolver and Term Loan Agent 32
is Proud to Support The Wharton Restructuring and Distressed Investing Conference New York London San Francisco Palo Alto Los Angeles in the chapter 11 cases of Global Eagle Entertainment. Additionally, Mr. Griffiths has significant experience representing hedge funds in all areas of domestic and international restructurings and distressed asset purchases, as well as extensive experience in crisis management, corporate governance, financings, and corporate and capital markets transactions. Most recently, David was named an “Emerging Leader” by The M&A Advisor for 2020. In 2019 he was named among Turnarounds & Workouts’ Outstanding Young Restructuring Lawyers and named a Law360 Rising Star. Mr. Griffiths also spends a significant amount of time on pro bono and charitable activities. He worked in Haiti under the auspices of the Organization of American States on a disability rights project financed by USAID, training Haitian government ministers, civil servants, and judges on the implementation of the UN Convention on the Rights of Persons with Disabilities. David is the founder and trustee of international adventure charity Go Help. Also, he advised the UN World Food Programme on the world’s first humanitarian weather derivative transaction, and previously worked for the United Nations International Criminal Tribunal for Rwanda in Arusha, Tanzania. 33
Q&A Discussion of “The Caesars Palace Coup” Friday, April 9, 2021 3:00 PM–3:50 PM ET Co-Chair Alexander McHale interviews authors Max Frumes and Sujeet Indap about “most brutal corporate restructuring in Wall Street history” and their thoughts on distressed investing today. Conference attendees will receive a complimentary copy of Frumes’ and Indap’s book, “The Caesar’s Palace Coup”. From the book’s official description: “In the tradition of Barbarians at the Gate and The Big Short comes the riveting, multi-dimensional poker game between private equity firms and distressed debt hedge funds that played out from the Vegas Strip to Manhattan boardrooms to Chicago courthouses and even, for a moment, the halls of the United States Congress. In The Caesars Palace Coup, financial journalists Max Frumes and Sujeet Indap illuminate the brutal tactics of distressed debt mavens—vultures, as they are condemned—in the sale and purchase of even the biggest companies in the world with billions of dollars hanging in the balance.” Max Frumes Co-Author The Caesars Palace Coup Max Frumes leads a news team at Fitch Solutions covering corporate debt and restructuring. He previously was the founding editor of a leading publication covering corporate bankruptcy, and before that reported for S&P’s Leveraged Commentary & Data and The Deal. Frumes received his undergraduate degree from the University of California, Berkeley, and an MSJ from Northwestern’s Medill School of Journalism. He lives in Brooklyn with his wife and daughter. Sujeet Indap Co-Author The Caesars Palace Coup Sujeet Indap is the U.S. editor of the Lex Column at the Financial Times, where he contributes stories across the paper. He has written extensively on the intersection of corporate finance and corporate law. Indap was previously an investment banker before he joined the Financial Times in 2013. He is a graduate of Pomona College and the Wharton School at the University of Pennsylvania. Indap lives in Manhattan, NY, with his wife. 34
Max Frumes and Sujeet Indap will be interviewed by Alexander McHale Alexander McHale Co-Chair Wharton Restructuring and Distressed Investing Conference 2021 Alex is a second year MBA student at the Wharton School. Prior to Wharton, he was a Finance Associate at Waterfield Midstream, a Blackstone portfolio company focused on water disposal in the Permian Basin. Before that, he spent three years in energy private equity and two years in investment banking. After graduation, he will join Surveyor Capital at Citadel. He graduated from Columbia University with a BA in Financial Economics in 2013. We are proud to support the Wharton Restructuring and Distressed Investing Conference Insightful advice. Skilled execution. Our transaction teams consist of professionals focused on advising and executing restructurings, reorganizations and other complex financial transactions for public, private and governmental clients. Learn more at PiperSandler.com Since 1895. Member SIPC and NYSE. © 2021 Piper Sandler & Co. 4/21 35
Keynote 3 Friday, April 9, 2021 4:00 PM–4:50 PM ET Eric Zinterhofer Founding Partner Searchlight Mr. Zinterhofer is a Founding Partner of Searchlight, and is jointly responsible for overseeing the Firm’s activities with the two other Founding Partners. Mr. Zinterhofer serves on the Boards of Ziply Fiber, the Octave Group, Hemisphere Media Group, Univision and Liberty Latin America. In addition, Mr. Zinterhofer currently serves on the board of Charter Communications, Inc. as Lead Independent Director. Prior to co-founding Searchlight, Mr. Zinterhofer was a senior partner at Apollo Management, L.P. in New York. Mr. Zinterhofer graduated Cum Laude from the University of Pennsylvania, with BA degrees in Honors Economics and European History and received an MBA from the Harvard Business School. Eric Zinterhofer will be interviewed by Edward O. Sassower Edward O. Sassower Partner Kirkland & Ellis Edward Sassower serves on the Firm’s Executive Committee and is a partner in the Restructuring Group. He focuses on representing debtors, creditors and distressed or special situation investors in bankruptcy cases, out-of-court restructurings and acquisitions. Edward Sassower serves on the Firm’s Executive Committee and is a partner in the Restructuring Group. He focuses on representing debtors, creditors and distressed or special situation investors in bankruptcy cases, out-of-court restructurings and acquisitions. Edward has consistently been recognized by Chambers USA, America’s Leading Lawyers for Business and Chambers Global, The World’s Leading Lawyers for Business. Most recently, interviewees described Edward as “one of those rare people who comes along once in a while who has a legal mind and a business mind.” In prior editions, interviewees described Edward as a “master strategist and brilliant technician” who “demonstrates incredible creativity” with “both a brilliant and commanding understanding of the law as well as a complete and thoughtful view of business” noting that his “ability to build consensus and to coalesce the group around important issues was stunning.” Client and peer quotes have also described Edward as a “really talented and very savvy deal-maker” 36
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